Terrasoft CRM distribution permissions and end-user license agreement

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Terrasoft for the Terrasoft software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Product"). An amendment or addendum to this EULA may accompany the Product. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND.

1. SOFTWARE LICENSE

a. GRANT OF LICENSE - "PER USER". Terrasoft grants you the following rights provided you comply with all terms and conditions of this EULA:

i. You may install a copy of the software on any number of internal computers. You may use the Software only with that number of users for which you are properly licensed, as set forth above.

ii. You have tp acquire a valid license for each user. You can use terminal services on condition that every terminal user has a valid license.

iii. License for the Software Documentation. The Software Documentation associated and supplied with the software can be applied only for no-commercial internal use.

b. Reservation of Rights. Terrasoft reserves all rights not expressly granted to you in this EULA.

c. Benchmark Testing. You may not disclose the results of any benchmark test of either the Software to any third party without Terrasoft`s prior written approval.

2. NO RENTAL/NO COMMERCIAL HOSTING. You may not rent, lease, lend, or provide commercial hosting services with the Product.

3. UPGRADES. To use a Product identified as an upgrade, you must first be licensed for the product identified by Terrasoft as eligible for the upgrade. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the Software or transfer it to another person or entity.

4. ADDITIONAL SOFTWARE/ COMPONENT LICENSES. This EULA applies to updates or supplements to the original Product provided by Terrasoft, unless we provide other terms along with the update or supplement.

5. TRANSFER-Internal. You may move the Software to a different computer in your company. Transfer to Third Party. The initial user of the Product can`t make a transfer of the Product to another end user without having agreed the transfer to all the EULA terms.

6. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.

7. TERMINATION. Without prejudice to any other rights, Terrasoft may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts.

8. CONSENT TO USE OF DATA. You agree that Terrasoft and its affiliates may collect and use technical information you provide as a part of support services related to the Product. Terrasoft agrees not to use this information in a form that personally identifies you.

9. NOT FOR RESALE SOFTWARE. Product identified as "Not for Resale" or "NFR," may not be resold, transferred or used for any purpose other than demonstration, test or evaluation.

10. DISCLAIMER OF WARRANTIES. Terrasoft and its suppliers provide the Product and Support Services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide Support Services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT.

11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TERRASOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TERRASOFT OR ANY SUPPLIER, AND EVEN IF TERRASOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Terrasoft and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Terrasoft with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by you for the Product. The foregoing limitations, exclusions and disclaimers (including Sections 11 and 12 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

14. ENTIRE AGREEMENT. This EULA, including any addendum or amendment to this EULA which is included with the Product, are the entire agreement between you and Terrasoft relating to the Product and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any Terrasoft policies or programs for Support Services conflict with the terms of this EULA, the terms of this EULA shall control.

15. COPYRIGHT. The Product is protected by copyright and other intellectual property laws and treaties. Terrasoft or its suppliers own the title, copyright, and other intellectual property rights in the Product.

SOFTWARE PARTNER AGREEMENT #

This Agreement is concluded this day of ____________________.
between: Outsourcing Production Centre Terrasoft Ltd, a company incorporated under the Ukrainian laws of “About Property”, “About Commercial Activity”, “About Enterprises in Ukraine”, and other regulation laws registered at 9/A, Tarasovskaya Str., Kiev, 01011, Kiev, Ukraine
(hereinafter referred to as the “Licensor”)

And _________________________a company incorporated under the laws of _________, with its registered office at _______________________________________
(hereinafter referred to as the “Licensee”).

WHEREAS the Licensor is the exclusive owner of certain computer technologies and software (the “Software”) as defined hereinafter;

WHEREAS the Licensee wishes to receive from the Licensor and the Licensor wishes to give to the Licensee the rights for distribution and reproduction of Software model (computer program), determined in this Agreement;

NOW THEREFORE the parties hereto agree as follows:

1. Definitions
For the purposes of this Agreement definitions of particular terms are specified in Annex 1 hereto.

2. Limitation of Use
The use by the Licensee of the rights granted under this Agreement is subject to limitations specified in Annex 2 hereto.

3. Licensee’s Responsibilities

3.1. The Licensee shall ensure and get the written confirmation that each End User who obtains the license(s) from the Licensee or Licensee’s Partner in accordance with this Agreement agrees to the End User License Agreement (the “EULA”).
3.2. The form and content of the EULA shall be determined by the Licensor only. The valid EULA is specified in Annex 4 hereto.
3.3. The Licensee may not grant to End Users rights other than those specified in EULA.
3.4. The Licensee shall cooperate with the Licensor to ensure that each End User complies with the terms of the EULA. The Licensee agrees to notify the Licensor immediately about the possession, use or reproduction of the Software and/or Product by any person in an unauthorized manner.

3.5. The Licensee may not grant, and shall ensure that no Licensee’s Partner may grant, licenses to End Users at prices lower than the Recommended price for End User as determined in the official Price-list of the Licensor.

3.6. The Licensee shall provide the Licensor with the Sales report and Marketing report [two (2) working days] by the end of each month in the format required by the Licensor. In case any changes in the reported data occurred the Licensee may update the reports on the last working day of the month.
4. Payment
In consideration of the grant of the license(s) under this Agreement, the Licensee shall make payments to the Licensor as described in Annex 3 hereto.
5. Technical Support

5.1. The Licensee may submit to the Licensor defect report(s) specifying fatal or other defects only.

5.2. After receipt of a defect report from the Licensee the Licensor may provide the Licensee with updates to the Product to include rectification, provided that such rectification is feasible, of fatal defects, within [one (1)] month from the date of receipt of the defect report.

5.3. After receipt of a defect report from the Licensee the Licensor may provide the Licensee with updates to the Product to include rectification, provided that such rectification is feasible, of defects other than fatal during the term of this Agreement.
5.4. Technical support to End Users may be provided by the Licensee if it is agreed with the Licensor.
6. Ownership of the Software and Proprietary Rights

6.1. The Licensor, to the best of its knowledge, warrants that the Product and Documentation delivered to the Licensee under this Agreement shall not infringe on the copyright or trade secrets of any third party. To the extent this material contains matter proprietary to a third party the Licensor shall obtain a license from the owner permitting the use of such matter and granting the Licensor the right to sub-license. The Licensor will not knowingly infringe upon any existing patents of third parties in the performance required by this Agreement, but the Licensor makes no warranty of non-infringement of any patent. The foregoing notwithstanding, in the event any third party brings or threatens to bring any suit or claim against the Licensee, which may be inconsistent with the rights granted hereunder, the Licensee undertakes to notify the Licensor immediately of any such suit or claim, and afford the Licensor the possibility to defend, compromise or settle any such suit or claim.

6.2. No work performed by the Licensor pursuant or incidental to this Agreement shall be deemed to be a “work for hire" on behalf of the Licensee. The Software and/or Product, and all modifications thereto, are property of the Licensor and/or its licensors and all title and exclusive rights to the codes, algorithms etc. contained therein remain with the Licensor and/or its licensors. Ownership of all applicable Intellectual Property Rights in the Software and/or Product shall remain of the Licensor’s and/or of its licensors’. The Licensee shall not have any ownership interest in any element, segment or component of the Software and/or Product.

6.3. The Licensee agrees that it shall not adopt, use or register a trademark or trade name confusingly similar to trademarks and other commercial designations and names used by the Licensor, including those mentioned in Annex 1 hereto, whether registered or unregistered (“the Licensor’s Trade Names and Marks”), wherever (including countries, in which Licensor’s rights to Licensor’s Trade Names and Marks are not protected). The Licensee further agrees that it will not oppose, contest or challenge in any manner the Licensor’s ownership or use of its Licensor’s Trade Names and Marks. The Licensee may use the Licensor’s Trade Names and Marks if the Licensor gives the Licensee such permission.

6.4. The Licensee shall not remove, efface or obscure any copyright notices or other proprietary notices or legends from any Product and/or Documentation and/or other Licensor’s material provided hereunder, and shall reproduce all such notices and legends when executing its rights in respect to the Product provided in this Agreement.

7. Confidentiality

7.1. Confidential Information shall mean any information or materials disclosed or otherwise provided by either party (hereinafter “Disclosing Party”) to the other party (hereinafter “Receiving Party”), including all information, forms, specifications, processes, statements, formula, know-how, ideas, drawings, concepts, technology, marketing and commercial knowledge (and copies and extracts made of or from that information and data) that are identified or reasonably identifiable as confidential or proprietary, including but not limited to the terms and conditions of this Agreement.

7.2. Confidential Information does not include information, which (I) was known to the Receiving Party, without restriction and without duty of confidentiality, at the time of disclosure, as evidenced by the written records of Receiving Party, (II) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party, (III) is independently developed by the Receiving Party without reliance upon or use of the Confidential Information of the Disclosing Party, or (IV) concerns Intellectual Property Rights owned by Receiving Party.

7.3. The parties acknowledge that through performance of their respective obligations under this Agreement each party may come into possession of Confidential Information belonging to the other party.
7.4. The parties acknowledge that any disclosure or unauthorized use by Receiving Party of the Confidential Information of Disclosing Party will cause irreparable harm and loss to the Disclosing Party. Accordingly, the Parties agree that they will:

7.4.1. hold all Confidential Information of the other party in confidence and exercise at least such care with respect to the other party`s Confidential Information as the party would exercise with respect to its own Confidential Information;
7.4.2. use Confidential Information of the other party only for purposes of the implementation of this Agreement;

7.4.3. not copy, in whole or in part, any Confidential Information of the other party, except to the extent necessary to implement the terms of this Agreement;

7.4.4. not disclose any Confidential Information of the other party to any third party, without the prior written consent of the other party; provided that a party may disclose, without being in violation of this paragraph, Confidential Information pursuant to a valid court order, but must first give notice to the party whose Confidential Information is to be disclosed and provide reasonable cooperation to such party in any attempts to resist such court order or limit its scope and effect;

7.4.5. disclose any Confidential Information belonging to the other party to only those employees of the party who have a need to know to implement the terms of this Agreement; and
7.4.6. return all Confidential Information belonging to the other party, including all copies and records thereof, upon the termination of this Agreement.

7.5. Each party acknowledges that the other party will suffer immediate and irreparable damage if it fails to comply with any of its confidentiality obligations hereunder, and that monetary damages will be insufficient to compensate the Disclosing Party for such breach. Therefore, in addition to other remedies available to it at law or equity, the Disclosing Party shall be entitled to injunctive relief to enforce the confidentiality terms of this Agreement and the party in breach shall not raise as a defense to an action for an injunction that the Disclosing Party would be adequately compensated by monetary damages alone.

7.6. Each party agrees to be responsible for and to indemnify the Disclosing Party for any unauthorized use or disclosure of the Software and/or Product and/or Confidential Information by it or any of its employees or agents.

7.7. The Licensee may not reverse engineer, disassemble or reverse translate any object code provided to it by the Licensor under this Agreement, whether such code is marked confidential or not, nor may it allow any third party to undertake any of these actions.